AMENDMENT TO THE TRANSACTION AGREEMENT
This Amendment to the Transaction Agreement (this "Amendment") is made
effective as of January 1, 1997, by and among (1) Alliance Capital Management
L.P. ("Alliance," referred to in the Agreement as "Buyer"), (2) the Shareholders
of Record of Cursitor Holdings Limited ("the Shareholders"), (3) Cursitor
Holdings, L.P. ("Cursitor") and (4) certain additional parties ("Additional
Parties"), and is made with reference to that certain Agreement dated as of
February 28, 1996 (the "Agreement") by and among Alliance, the Shareholders,
Cursitor and Additional Parties.
RECITALS
WHEREAS, the parties hereto have previously entered into the Agreement,
which among other things provides for certain benefits, including incentive
compensation, to be provided to employees of Cursitor Alliance LLC, a Delaware
limited liability company ("Cursitor Alliance," referred to in the Agreement as
"Newco"); and
WHEREAS, it has been agreed among the parties to make certain modifications
to the terms under which incentive and deferred compensation will be awarded and
paid to employees of Cursitor Alliance;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1. INCENTIVE COMPENSATION POOLS. Section 9.2 of the Agreement is
hereby amended and restated in its entirety as follows:
"9.2 INCENTIVE COMPENSATION POOL. (a) During the period commencing
on the Closing Date and ending on the fifth anniversary thereof, Buyer shall
establish and maintain an incentive compensation pool (the "Cursitor Alliance
Pool") for the benefit of the employees of Newco and its Subsidiaries which,
except as otherwise provided herein, shall be calculated in the same manner used
to fund the same benefit and compensation plans and have the same rules for
eligibility as the incentive compensation pools maintained by Buyer for its
other operating subsidiaries and divisions, and shall be paid by or charged to
Cursitor Alliance. For purposes of calculating the Cursitor Alliance Pool the
administrative and technology expenses of Buyer allocable to the former business
of the Companies and their Subsidiaries will be phased in and allocated to the
Cursitor Alliance Pool over four years with 25% of the amount allocated during
the first
12-month period following the Closing, 50% of the amount allocated during the
second 12-month period following the Closing, 75% of the amount allocated during
the third 12-month period following the Closing and 100% of the amount allocated
during the fourth twelve-month period following the Closing.
(b) For each year during the period commencing with calendar 1997 and
ending with calendar 2000, Buyer shall award from the Cursitor Alliance Pool
annual cash bonuses with aggregate value of at least $500,000 to employees in
each of the following two groups: (i) employees providing services in respect of
the former business of Draycott ("Draycott Employees"); and (ii) the group
consisting of professional employees of Newco, other than Draycott Employees and
Messrs. Eaton, Auboyneau, Gave and Ricciardi. Each such aggregate amount of
awards shall be allocated among the employees in the relevant group by the
Chairman of Newco, subject to the approval of Buyer's Management Compensation
Committee. None of Messrs. Eaton, Auboyneau, Gave and Ricciardi shall receive
annual cash bonuses with respect to the period commencing with calendar 1997 and
ending with calendar 2000.
(c) Buyer shall adopt two deferred compensation plans in the forms
attached as Exhibits 5 and 6 for the benefit of, respectively, Draycott
Employees and the group consisting of Messrs. Eaton, Auboyneau, Gave and
Ricciardi. Awards granted under such plans shall be treated as awarded from,
and shall count against, the Cursitor Alliance Pool described in Section 9.2(a).
Such awards shall not, however, count against the required minimum annual cash
bonuses described in Section 9.2(b)."
SECTION 2. PARTICIPATION IN OPTION PLAN. Section 9.3 of the Agreement is
hereby amended to delete the last two sentences thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective authorized officers on April 28, 1997,
effective as of the day and year first above written.
ALLIANCE CAPITAL
MANAGEMENT L.P.
By Alliance Capital Management
Corporation, as General
Partner
By: /s/ David R. Brewer, Jr.
-----------------------------
Title: Senior Vice President,
General Counsel & Secretary
CURSITOR HOLDINGS, L.P.
By HMESLP, Inc. as General Partner
By: /s/ Hugh M. Eaton, III
-----------------------------
Title: President
MANAGEMENT HOLDINGS LLC
Successor in interest to Cursitor
Holdings, L.P.
By: /s/ Hugh M. Eaton, III
-----------------------------
Title: Chairman
/s/ Eric Auboyneau
--------------------------------
ERIC AUBOYNEAU
/s/ Hugh M. Eaton III
--------------------------------
HUGH M. EATON III
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/s/ Charles J.H. Gave
--------------------------------
CHARLES J.H. GAVE
/s/ Ian Lloyd
--------------------------------
IAN LLOYD
/s/ Richard I. Morris, Jr.
--------------------------------
RICHARD I. MORRIS, JR.
/s/ Viplava Patel
--------------------------------
VIPLAVA PATEL
/s/ John S. Ricciardi
--------------------------------
JOHN S. RICCIARDI
/s/ J. Christian Sorensen
--------------------------------
J. CHRISTIAN SORENSEN
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